SEC Form 4 · accession 0001575189-17-000037

Match Group, Inc. · MTCH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Sean Rad

10% Owner

Period of report

Aug 4, 2017

Accepted (ET)

Aug 8, 2017 · 9:33 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001575189

Table I — non-derivative securities

Security	Date	Code	Price	A/D	Owned after	D/I	Nature of ownership
Common stock, par value $0.001^F1	Aug 4, 2017	X	$0.06	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 4, 2017	X	$0.27	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$0.27	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$0.54	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$0.80	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$1.07	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$1.10	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$1.27	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$1.49	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$1.72	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$1.94	A	1,000	I	By the Rad Holdings Trust
Common stock, par value $0.001^F1	Aug 6, 2017	X	$2.17	A	1,000	I	By the Rad Holdings Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F2	$0.06	Aug 4, 2017	X	4,166,399	D	Jul 13, 2017	Apr 22, 2023	Common Stock	4,166,399	0	D
Stock Option (right to buy)^F2	$0.27	Aug 4, 2017	X	833,601	D	Jul 13, 2017	Apr 22, 2023	Common Stock	833,601	55,609	D
Stock Option (right to buy)^F2	$0.27	Aug 6, 2017	X	55,609	D	Jul 13, 2017	Apr 22, 2023	Common Stock	55,609	0	D
Stock Option (right to buy)^F2	$0.54	Aug 6, 2017	X	889,210	D	Jul 13, 2017	Apr 22, 2023	Common Stock	889,210	0	D
Stock Option (right to buy)^F2	$0.80	Aug 6, 2017	X	889,210	D	Jul 13, 2017	Apr 22, 2023	Common Stock	889,210	0	D
Stock Option (right to buy)^F2	$1.07	Aug 6, 2017	X	889,210	D	Jul 13, 2017	Apr 22, 2023	Common Stock	889,210	0	D
Stock Option (right to buy)^F2	$1.10	Aug 6, 2017	X	833,279	D	Jul 13, 2017	Apr 22, 2023	Common Stock	833,279	0	D
Stock Option (right to buy)^F2	$1.27	Aug 6, 2017	X	177,841	D	Jul 13, 2017	Apr 22, 2023	Common Stock	177,841	0	D
Stock Option (right to buy)^F2	$1.49	Aug 6, 2017	X	177,841	D	Jul 13, 2017	Apr 22, 2023	Common Stock	177,841	0	D
Stock Option (right to buy)^F2	$1.72	Aug 6, 2017	X	177,841	D	Jul 13, 2017	Apr 22, 2023	Common Stock	177,841	0	D
Stock Option (right to buy)^F2	$1.94	Aug 6, 2017	X	177,841	D	Jul 13, 2017	Apr 22, 2023	Common Stock	177,841	0	D
Stock Option (right to buy)^F2	$2.17	Aug 6, 2017	X	1,618,206	D	Jul 13, 2017	Apr 22, 2023	Common Stock	1,618,206	5,127,392	D

Explanation of responses

F1As disclosed in Table II, the Reporting Person exercised stock options in respect of shares of common stock, par value $0.001 per share, of the Issuer (the "Match Common Stock"). The Issuer settled these exercised options with an aggregate net cash payment equal to $94,413,552.06, after deducting the exercise price and applicable tax withholdings, in lieu of shares of Match Common Stock or shares of common stock, par value $0.001 per share, of IAC/InterActiveCorp, a Delaware corporation ("IAC", and such common stock, the "IAC Common Stock"). The net cash payment was determined based on the closing price of a share of Match Common Stock on August 3, 2017, which was $18.89. The Reporting Person did not acquire any shares of Match Common Stock as a result of the exercise of stock options disclosed in Table II.
F2100% of the shares subject to the options were vested as of July 13, 2017. The options may be settled (i) at the election of the Issuer, in shares of Match Common Stock or (until such time as IAC ceases to own shares representing a majority of the combined voting power of the Issuer's outstanding Match Common Stock, Class B Common Stock, par value $0.001 per share, and Class C Common Stock, par value $0.001 per share) shares of IAC Common Stock, if the Reporting Person elects to "net settle" such options by having shares withheld to cover the exercise price and any applicable withholding taxes, or (ii) in shares of Match Common Stock, if the Reporting Person elects to pay the exercise price and any applicable withholding taxes in cash.